Sec Form 4 Filing - Centerbridge Associates II, L.P. @ Santander Consumer USA Holdings Inc. - 2014-11-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Centerbridge Associates II, L.P.
2. Issuer Name and Ticker or Trading Symbol
Santander Consumer USA Holdings Inc. [ SC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CENTERBRIDGE PARTNERS, L.P., 375 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2014
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 11/26/2014 S 200,000 D $ 18.75 1,844,625 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock, par value $0.01 per share 11/28/2014 S 200,000 D $ 18.7 1,644,625 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock, par value $0.01 per share 12/01/2014 S 25,000 D $ 18.7 1,619,625 I See footnotes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Centerbridge Associates II, L.P.
C/O CENTERBRIDGE PARTNERS, L.P.
375 PARK AVENUE
NEW YORK, NY10019
X
Centerbridge GP Investors II, LLC
C/O CENTERBRIDGE PARTNERS, L.P.
375 PARK AVENUE
NEW YORK, NY10152
X
CCP II AIV I, L.P.
C/O CENTERBRIDGE PARTNERS, L.P.
375 PARK AVENUE
NEW YORK, NY10152
X
Sponsor Auto Finance Super Holdings, LLC
C/O CENTERBRIDGE PARTNERS, L.P.
375 PARK AVENUE
NEW YORK, NY10152
X
Aronson Jeffrey
C/O CENTERBRIDGE PARTNERS, L.P.
375 PARK AVENUE
NEW YORK, NY10152
X
Gallogly Mark T
C/O CENTERBRIDGE PARTNERS, L.P.
375 PARK AVENUE
NEW YORK, NY10152
X
Signatures
SPONSOR AUTO FINANCE SUPER HOLDINGS, LLC By: CCPII AIV I, L.P. By: Centerbridge Associates II, L.P, By: Centerbridge GP Investors II, LLC By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory 12/01/2014
Signature of Reporting Person Date
CCP II AIV I, L.P. By: Centerbridge Associates II, L.P, By: Centerbridge GP Investors II, LLC By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory 12/01/2014
Signature of Reporting Person Date
CENTERBRIDGE ASSOCIATES II, L.P. By: Centerbridge GP Investors II, LLC By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory 12/01/2014
Signature of Reporting Person Date
CENTERBRIDGE GP INVESTORS II, LLC, By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory 12/01/2014
Signature of Reporting Person Date
JEFFREY H. ARONSON, By: /s/ Jeffrey H. Aronson 12/01/2014
Signature of Reporting Person Date
MARK T. GALLOGLY, By: /s/ Mark T. Gallogly 12/01/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sponsor Auto Finance Holdings Series LP ("Sponsor Holdings LP") directly holds all of the shares of common stock of Santander Consumer USA Holdings Inc. reported herein. Sponsor Auto Finance GP LLC ("Sponsor GP") is the general partner of Sponsor Holdings LP.
( 2 )Sponsor Auto Finance Super Holdings, LLC may be deemed to indirectly beneficially own these shares of common stock by virtue of its interests in Sponsor GP and Sponsor Holdings LP. The managing member of Sponsor Auto Finance Super Holdings, LLC is CCP II AIV I, L.P., and the sole general partner of CCP II AIV I, L.P. is Centerbridge Associates II, L.P. The sole general partner of Centerbridge Associates II, L.P. is Centerbridge GP Investors II, LLC. The managing members of Centerbridge GP Investors II, LLC are Jeffrey H. Aronson and Mark T. Gallogly.
( 3 )Each of the Reporting Persons, Sponsor GP and each of the other entities or persons described herein as having interests in Sponsor Holdings LP disclaims beneficial ownership of the securities reported herein, except to the extent of such person or entity's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, such persons or entities are the beneficial owners of any securities reported herein.

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